Conversion of Securities
2007年3月10日 - 2:38AM
RNSを含む英国規制内ニュース (英語)
RNS Number:7239S
Creative Education Corp Plc
09 March 2007
Creative Education Corporation Plc ("CEC" or "the Company")
Conversion of further loan stock
Further to the announcement on 13 February 2007, CEC announces that the #495,000
Loan Stock subscribed by Solent Nominees Limited ('SNL') on 9 February 2007 and
subsequently issued by CEC, at SNL's request, to October Investments Ltd
('October') has now been converted into 150,000,000 new ordinary shares in
accordance with the terms of the Loan Stock.
On 6 March 2007 SNL converted its outstanding #394,530.16 of Loan Stock, which
was issued on 22 December 2006, into 119,554,593 new ordinary shares in the
capital of the Company in accordance with the terms of the Loan Stock.
Following this conversion, SNL will own approximately 29.5% of the issued share
capital of the Company.
The principal terms of the Loan Stock are as described in the announcement of 22
December 2006.
Owing to the fact that SNL is a substantial shareholder in CEC, the transaction
between SNL, CEC and October, and SNL's conversion of outstanding Loan Stock,
constitute related party transactions (as defined) under the AIM Rules.
Background
As announced on 22 December 2006, the Company entered into an agreement with SNL
to subscribe for #1 million nominal value convertible loan stock ('Loan Stock')
in replacement of the original subscriber's failure to meet its subscription
conditions for #1m of convertible loan stock. Additionally on 22 December 2006,
the Company granted SNL, or its nominees, an option, to subscribe for up to a
further #1,500,000 of Loan Stock on or before 31 March 2007 ('Option'). As
announced on 13 February 2007, SNL subscribed for #495,000 of Loan Stock on 9
February 2007 pursuant to the Option. This leaves a remaining #1,005,000 of Loan
Stock to be subscribed for pursuant to the Option. The Option period has also
been extended and now expires on 30 June 2007.
The monies received so far from these loan stock subscriptions have assisted the
Company implement its revised business plan and the indications are that the
Company's performance is improving. In addition, the conversion of #495,000 and
#349,530.16 loan stock by October and SNL into New Ordinary Shares has reduced
the Company's liabilities to pay back that Loan Stock. This has and will assist
the Company's cash flows going forward.
SNL have also indicated that it expects to exercise the remainder of its option
to subscribe or loan stock and, subject to a Rule 9 Waiver being granted and no
material adverse events occurring, to convert such stock which will provide the
working capital required to ensure that the company can continue its recovery
and fulfil its new business plan.
Application will be made for all the new ordinary shares arising out of the
conversion of Loan Stock to be admitted to trading on the AIM market of the
London Stock Exchange.
Recommendation
The Directors of CEC, having been so advised by Corporate Synergy, the Company's
nominated adviser, consider that the terms of the related party transactions are
fair and reasonable insofar as its shareholders are concerned.
The Company's Total Voting Capital as at 6 March 2007 is now 882,828,049
Ordinary Shares of 0.1p each.
Further information:
Paul Ayres, CEC 020 8864 5147
Olly Cairns, Corporate Synergy 020 7448 4400
Toby Hall / Jade Mamarbachi, gth media relations 020 7153 8035
This information is provided by RNS
The company news service from the London Stock Exchange
END
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